Fleming Allysun C 4

What Happened

• Allysun C. Fleming, Executive Vice President of Comerica Inc. (CMA), had 21,457 shares of Comerica common stock disposed/converted on Feb 1, 2026. The Form 4 shows three dispositions to the issuer: 19,565 shares and two derivative items of 549 and 1,343 shares, each reported with $0 consideration because they were converted as part of Comerica’s merger with Fifth Third Bancorp.
• Under the merger terms, each Comerica share converted into 1.8663 shares of Fifth Third common stock. That conversion equals about 40,046 Fifth Third shares in total; using Fifth Third’s last-trading-day close of $50.22 (per the filing) gives an approximate market value of ~$2.01 million. These were merger-driven conversions, not open-market sales.

Key Details

• Transaction date: February 1, 2026 (Effective Time of the merger).
• Reported consideration: $0 (conversion under merger terms).
• Shares reported disposed: 19,565 (plus derivative dispositions of 549 and 1,343) = 21,457 total Comerica shares.
• Conversion rate: 1.8663 Fifth Third shares per Comerica share (per filing).
• Approximate resulting Fifth Third shares: ~40,046; approximate value at $50.22 close: ~$2.01M.
• Shares owned after transaction: 0 Comerica common shares (reporting person no longer beneficially owns Comerica stock).
• Footnotes: equity awards and options were converted into Fifth Third awards or Fifth Third common stock per the merger agreement; options converted to corresponding Fifth Third options; transactions exempt from Section 16(b) under Rule 16b-3(e).
• Filing date: February 3, 2026 — filed within the normal two-business-day Form 4 window (timely).

Context

• The derivative dispositions reflect conversion of equity awards/options into Fifth Third securities under the merger agreement, not separate market sales. Because these are merger conversions, the $0 on the Form 4 represents non-cash consideration (share exchange). Such filings document the mechanics of the merger and do not, by themselves, indicate insider buying or selling sentiment.